THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED
BY SDX TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE
MARKET ABUSE REGULATION (EU) NO. 596/2014 ("MAR"). ON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION
SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
LONDON, May 17, 2019 /CNW/ - SDX Energy Inc. (TSXV, AIM:
SDX), the North Africa focused oil
and gas company, is pleased to announce that shareholders have
voted in favour of all items of business brought before them at the
Company's annual and special meeting of shareholders (the
"Meeting") held in London, United
Kingdom today.
At the Meeting, amongst other things, the re-domiciliation of
SDX Canada to the United Kingdom
pursuant to a court-approved plan of arrangement under the
Canada Business Corporations Act (the "Arrangement")
with SDX Energy plc ("SDX UK") was approved by shareholders
of the Company. The special resolution approving the Arrangement
was approved by 88.87% of the votes cast by shareholders
represented in person or by proxy at the Meeting.
Pursuant to the Arrangement, SDX UK will acquire all of the
issued and outstanding common shares in the capital of the Company
(the "SDX Canada Shares") in exchange for new ordinary
shares in SDX UK ("SDX UK Shares") on a one-for-one basis
and as a result, on closing of the Arrangement, SDX UK will become
the ultimate parent company of SDX Canada and its subsidiaries.
In connection with the Arrangement, SDX UK will apply for the
SDX UK Shares to be admitted to trading on the AIM market of the
London Stock Exchange plc ("AIM"). SDX Canada intends to
delist the SDX Canada Shares from the TSX Venture Exchange (the
"TSXV") and cancel the admission to trading on AIM of the
SDX Canada Shares (including depositary interests (the
"Depositary Interests") representing such shares).
The Arrangement remains subject to final acceptance by the TSXV
and the final approval of the Court of Queen's Bench of
Alberta (the "Court"),
whose hearing for the final order to approve the Arrangement is
scheduled to take place on 21 May
2019. The SDX Canada Shares are expected to be delisted from
the TSXV at 4:00 p.m (Toronto
time, 9:00pm London time) on 24 May
2019. If final approval is granted by the Court, it is
intended that the Arrangement will be completed on May 27, 2019 and that the SDX UK Shares will be
admitted to trading on AIM at 8:00pm
London time on 28 May 2019 in place of the SDX Canada Shares.
Details of the Arrangement are set out in the press release of the
Company dated 8 April 2019, the
management information circular of the Company dated 8 April 2019 and the material change report of
the Company dated April 15, 2019 (the
"Circular") each available under the Company's corporate
profile on SEDAR at www.sedar.com.
About SDX Canada
SDX Canada is an international oil and gas exploration,
production and development company, headquartered in London, England, UK, with a principal focus on
North Africa. In Egypt, SDX Canada has a working interest in
two producing assets (50% North West Gemsa & 50% Meseda)
located onshore in the Eastern Desert, adjacent to the Gulf of
Suez. In Morocco, SDX Canada has a
75% working interest in the Sebou concession situated in the Rharb
Basin. These producing assets are characterised by exceptionally
low operating costs making them particularly resilient in a low oil
price environment. SDX's portfolio also includes high impact
exploration opportunities in both Egypt and Morocco.
For further information, please see the website of the Company
at www.sdxenergy.com or the Company's filed documents at
www.sedar.com.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as such term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Forward‐Looking Information
Certain statements contained in this press release may
constitute "forward‐looking information" as such term is used in
applicable Canadian securities laws. Any statements that express or
involve discussions with respect to predictions, expectations,
beliefs, plans, projections, objectives, assumptions or future
events or are not statements of historical fact should be viewed as
forward-looking information. In particular, statements regarding
receipt of the final court order and final acceptance by the TSXV
in respect of the Arrangement, the closing of the Arrangement, the
proposed delisting of SDX Canada Shares on the TSXV and
cancellation of the SDX Canada Shares (and Depositary Interests) on
AIM and the approval of the admission of the SDX UK Shares should
be regarded as forward-looking information.
The forward-looking information contained in this document is
based on certain assumptions and although management considers
these assumptions to be reasonable based on information currently
available to them, undue reliance should not be placed on the
forward-looking information because SDX can give no assurances that
they may prove to be correct. This includes, but is not limited to,
assumptions related to, among other things, ability to obtain court
and other regulatory approvals.
All timing given in this announcement, unless stated otherwise
is indicative and while the Company endeavors to provide accurate
timing to the market, it cautions that due to the nature of its
operations and reliance on third parties this is subject to change
often at little or no notice. If there is a delay or change to any
of the timings indicated in this announcement, the Company shall
update the market without delay.
Forward-looking information is subject to certain risks and
uncertainties (both general and specific) that could cause actual
events or outcomes to differ materially from those anticipated or
implied by such forward‐looking statements. Such risks and other
factors include, but are not limited to political, social and other
risks inherent in daily operations for the Company, risks
associated with the industries in which the Company operates, such
as: operational risks; delays or changes in plans with respect to
growth projects or capital expenditures; costs and expenses;
health, safety and environmental risks; commodity price, interest
rate and exchange rate fluctuations; environmental risks;
competition; ability to access sufficient capital from internal and
external sources; and changes in legislation, including but not
limited to tax laws and environmental regulations. Readers are
cautioned that the foregoing list of risk factors is not exhaustive
and are advised to reference the Circular for a description of
additional risks and uncertainties associated with the Arrangement
and with the Company's business, including its exploration
activities, which is available on the Company's SEDAR profile at
www.sedar.com.
The forward‐looking information contained in this press release
is as of the date hereof and SDX Canada does not undertake any
obligation to update publicly or to revise any of the included
forward‐looking information, except as required by applicable law.
The forward‐looking information contained herein is expressly
qualified by this cautionary statement.
SOURCE SDX Energy Inc.